Основная статистика
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| CIK | 1856437 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Victoria's Secret & Co.
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| September 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 2, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40515 VIC |
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| August 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 28, 2025 Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-40515 86-3167653 (Commission |
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| August 28, 2025 |
Exhibit 99.1 Victoria’s Secret & Co. Reports Second Quarter 2025 Results Second quarter sales, operating income and EPS exceed expectations Second quarter comparable sales up 4% Company raises full year 2025 sales guidance Reynoldsburg, Ohio (August 28, 2025)—Victoria’s Secret & Co. (“VS&Co” or the “Company”) (NYSE: VSCO) today reported financial results for the second quarter ended August 2, 2025 |
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| August 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 19, 2025 (August 18, 2025) Victoria’s Secret & Co. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-40515 86-3 |
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| June 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 23, 2025 (June 18, 2025) Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-40515 86-31676 |
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| June 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 3, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40515 VICTOR |
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| June 11, 2025 |
Exhibit 99.1 Victoria’s Secret & Co. Reports First Quarter 2025 Results First quarter sales and operating income exceed expectations Reaffirms full year 2025 sales guidance Reynoldsburg, Ohio (June 11, 2025)—Victoria’s Secret & Co. (“VS&Co” or the “Company”) (NYSE: VSCO) today reported financial results for the first quarter ended May 3, 2025. “I am proud of the team and their commitment to adapti |
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| June 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 11, 2025 Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-40515 86-3167653 (Commission F |
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| June 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 3, 2025 Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-40515 86-3167653 (Commission Fi |
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| June 3, 2025 |
Exhibit 99.1 Victoria’s Secret & Co. Provides First Quarter 2025 Preliminary Results and Update on Security Incident Involving Information Technology Systems First quarter 2025 earnings release and call webcast postponed Company expects net sales, adjusted operating income, and adjusted diluted EPS for the first quarter to be near or exceed the high-end of previously issued guidance ranges Reynold |
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| June 2, 2025 |
Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form. Exhibit 1.01 CONFLICT MINERALS REPORT The Securities and Exchange Commission (“SEC”) adopted Rule 13p-1 under the Securities Exchange Act of 1934 (the “Rule”) mandated by Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The Rule requires SEC registrants to annually disclose columbite-tantalite, cassiterite, gold and wolframite or their derivatives, tantalum, t |
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| June 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT VICTORIA’S SECRET & CO. (Exact name of registrant as specified in its charter) Delaware 001-40515 86-3167653 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 4 Limited Parkway East, Reynoldsburg, Ohio 43068 (Address o |
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| May 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 22, 2025 (May 21, 2025) Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or other jurisdiction of incorporation) 001-40515 86-3167653 |
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| May 22, 2025 |
Exhibit 10.1 AMENDMENT No. 2 dated as of May 21, 2025 (this “Amendment”), among VICTORIA’S SECRET & CO., a Delaware corporation (the “Company”), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., in its capacity as (a) Administrative Agent (in such capacity, the “Administrative Agent”) under the Revolving Credit Agreement dated as of August 2, 2021 (as amended, supplemented or otherwise modif |
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| May 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 20, 2025 (May 19, 2025) Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40515 86-3167653 |
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| May 20, 2025 |
Exhibit 3.1 CERTIFICATE OF DESIGNATIONS of SERIES A PREFERRED STOCK of VICTORIA’S SECRET & CO. (Pursuant to Section 151 of the Delaware General Corporation Law) Victoria’s Secret & Co., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies that the following resolution was adopted by the Board of Directors of the Corpo |
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| May 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Victoria’s Secret & Co. (Exact name of registrant as specified in its charter) Delaware 86-3167653 (State of incorporation or organization) (I.R.S. Employer Identification No.) 4 Limited Parkway |
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| May 20, 2025 |
Exhibit 99.1 Victoria’s Secret & Co. Adopts Limited-Duration Shareholder Rights Plan Board acted in response to substantial accumulation of stock by BBRC Protects long-term value for all shareholders Reynoldsburg, Ohio (May 20, 2025)—Victoria’s Secret & Co. (“VS&Co” or the “Company”) (NYSE: VSCO) today announced that its Board of Directors (the “Board”) has approved the adoption of a limited-durat |
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| May 20, 2025 |
Exhibit 4.1 RIGHTS AGREEMENT Dated as of May 19, 2025 between VICTORIA’S SECRET & CO. and EQUINITI TRUST COMPANY, LLC, as Rights Agent TABLE OF CONTENTS Page Section 1. Definitions 1 Section 2. Appointment of Rights Agent 7 Section 3. Issue of Right Certificates 7 Section 4. Form of Right Certificates 9 Section 5. Countersignature and Registration 9 Section 6. Transfer, Split-up, Combination and E |
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| April 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| April 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Pro |
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| March 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 1, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-4051 |
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| March 21, 2025 |
Exhibit 19.1 VICTORIA’S SECRET & CO. INSIDER TRADING POLICY Revised January 18, 2023 INTRODUCTION Victoria’s Secret & Co.’s (the “Company”) values are at the heart of everything we do, and as associates we know it matters how we play the game. Doing what is right means following our beliefs – and the rules – even when no one is watching. One of the rules outlined in our Code of Conduct is a prohib |
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| March 21, 2025 |
Exhibit 24.1 POWER OF ATTORNEY VICTORIA'S SECRET & CO. The undersigned director of Victoria's Secret & Co., a Delaware corporation, which anticipates filing an Annual Report on Form 10-K for its fiscal year ended February 1, 2025 with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, hereby constitutes and appoints Hillary Super and Sco |
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| March 21, 2025 |
Policy Relating to Recovery of Erroneously Awarded Compensation. Exhibit 97.1 VICTORIA’S SECRET & CO. CLAWBACK POLICY Adopted November 27, 2023 The Human Capital and Compensation Committee (the “Committee”) of the Board of Directors of Victoria’s Secret & Co. (the “Company’) has established and will administer this Clawback Policy (the “Policy”). This Policy describes two different clawback standards that apply to different groups of officers of the Company. Fi |
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| March 21, 2025 |
Subsidiaries of the Registrant. Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Subsidiaries (a) Jurisdiction of Incorporation AdoreMe, Inc. Delaware ASLA APAC Global Limited Hong Kong ASLA IV Global Holdings Cayman IB International Holdings, Inc. Delaware IB US Retail Holdings, Inc. Delaware LBIB HK Limited Hong Kong Mast Industries (Far East) Limited Hong Kong MII Brand Import, LLC Delaware Victoria's Secret Stores Brand Managemen |
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| March 21, 2025 |
Description of the Registrant's Securities. Exhibit 4.1 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT Victoria’s Secret & Co. (“our” or the “Company”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): our common stock. The following is a summary of the material terms of our common stock, based on the applicable provisions of Delaware l |
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| March 5, 2025 |
Exhibit 99.1 Victoria’s Secret & Co. Reports Fourth Quarter 2024 Results Fourth quarter comparable sales increase 5% Operating Income and EPS exceed expectations Provides initial full year and first quarter 2025 guidance Reynoldsburg, Ohio (March 5, 2025)—Victoria’s Secret & Co. (“VS&Co” or the “Company”) (NYSE: VSCO) today reported financial results for the fourth quarter and fiscal year ended Fe |
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| March 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 5, 2025 Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40515 86-3167653 (Commission F |
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| January 29, 2025 |
Exhibit 10.1 EXECUTIVE SEVERANCE AGREEMENT THIS EXECUTIVE SEVERANCE AGREEMENT (this “Agreement”) is made and entered into as of January 29, 2025 (the “Effective Date”), by and between the Company and Scott Sekella (the “Executive”) (hereinafter collectively referred to as the “Parties”). WHEREAS, the Executive will serve as a key employee of the Company and the Executive’s services and knowledge a |
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| January 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 29, 2025 (January 28, 2025) Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40515 86 |
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| January 29, 2025 |
Exhibit 99.1 Victoria’s Secret & Co. Announces CFO Transition and Provides Positive Update on Holiday Sales and 2024 Earnings Expectations Chief Financial and Administrative Officer Timothy Johnson announces planned retirement Seasoned retail executive Scott Sekella appointed CFO Company now forecasts sales and earnings near the high end of expectations Reynoldsburg, Ohio (January 29, 2025)—Victor |
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| December 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 2, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40515 V |
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| December 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 5, 2024 Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40515 86-3167653 (Commissio |
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| December 5, 2024 |
Exhibit 99.1 Victoria’s Secret & Co. Reports Third Quarter 2024 Results Q3 Sales and operating results better than guidance Q3 Sales increase of 7% represents sequential improvement for the fifth consecutive quarter Raises full year 2024 outlook and provides fourth quarter guidance Reynoldsburg, Ohio (December 5, 2024)—Victoria’s Secret & Co. (“Victoria’s Secret” or the “Company”) (NYSE: VSCO) tod |
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| November 14, 2024 |
VSCO / Victoria's Secret & Co. / WINDACRE PARTNERSHIP LLC - AMENDMENT NO. 3 Passive Investment SC 13G/A 1 z1028240sc13ga3.htm AMENDMENT NO. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* VICTORIA’S SECRET & CO. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 926400102 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement) Che |
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| September 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 3, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40515 VIC |
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| September 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 4, 2024 (September 2, 2024) Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40515 |
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| August 28, 2024 |
Exhibit 99.1 Victoria’s Secret & Co. Reports Second Quarter 2024 Results Sales performance sequentially improved for fourth consecutive quarter Quarterly operating income growth for first time since 2021 Raises full year 2024 outlook and provides third quarter guidance Reynoldsburg, Ohio (August 28, 2024)—Victoria’s Secret & Co. (“Victoria’s Secret” or the “Company”) (NYSE: VSCO) today reported fi |
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| August 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 28, 2024 Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40515 86-3167653 (Commission |
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| August 14, 2024 |
Exhibit 99.1 Victoria’s Secret & Co. Appoints Hillary Super Chief Executive Officer Seasoned executive and proven merchant operator to take brands to the next level Preliminary Q2 results at the top end or above company guidance for sales, adjusted operating income, and adjusted earnings per share Reynoldsburg, Ohio (August 14, 2024)—Victoria’s Secret & Co. (“VS&Co” or the “Company”) (NYSE: VSCO) |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 14, 2024 (August 12, 2024) Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40515 86-3 |
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| August 14, 2024 |
Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between VS Service Company, LLC, a Delaware limited liability company (the “Company”), and Hillary Super (the “Executive”) (hereinafter collectively referred to as the “Parties”). WHEREAS, the Company desires to obtain the benefit of the services of the Executive, and the Executive |
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| June 14, 2024 |
As filed with the Securities and Exchange Commission on June 14, 2024 As filed with the Securities and Exchange Commission on June 14, 2024 Registration No. |
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| June 14, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Victoria’s Secret & Co. |
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| June 14, 2024 |
Exhibit 10.2 AMENDMENT TO THE VICTORIA’S SECRET & CO. 2021 STOCK OPTION AND PERFORMANCE INCENTIVE PLAN WHEREAS, Victoria’s Secret & Co. (the “Company”) sponsors the Victoria’s Secret & Co. 2021 Stock Option and Performance Incentive Plan (the “Plan”); and WHEREAS, the Company wishes to amend the Plan to increase the number of shares authorized for issuance under the Plan by 4,800,000 shares and to |
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| June 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 14, 2024 (June 13, 2024) Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40515 86-31676 |
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| June 14, 2024 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VICTORIA’S SECRET & CO. FIRST. The name of the Corporation is: Victoria’s Secret & Co. SECOND. The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, Delaware, County of New Castle 19801, and the name of its registered agent at that address is The Corporation Trust Company. |
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| June 7, 2024 |
Exhibit 10.1 EXECUTIVE SEVERANCE AGREEMENT THIS EXECUTIVE SEVERANCE AGREEMENT (this “Agreement”) is made and entered into as of the last date of signature below (the “Effective Date”), by and between the Company and Melinda McAfee (the “Executive”) (hereinafter collectively referred to as the “Parties”). WHEREAS, the Executive currently serves as a key employee of the Company and the Executive’s s |
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| June 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 4, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40515 VICTOR |
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| June 5, 2024 |
Exhibit 99.1 Victoria’s Secret & Co. Reports First Quarter 2024 Results First quarter sales, operating income and EPS at high-end of previously announced preliminary results Provides second quarter guidance and reaffirms full year 2024 outlook Proxy advisory firms recommend in favor of all director candidates, approval of increased capacity under the stock plan, and say-on-pay Reynoldsburg, Ohio ( |
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| June 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 5, 2024 Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40515 86-3167653 (Commission Fi |
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| May 30, 2024 |
Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form. Exhibit 1.01 CONFLICT MINERALS REPORT The Securities and Exchange Commission (“SEC”) adopted Rule 13p-1 under the Securities Exchange Act of 1934 (the “Rule”) mandated by Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The Rule requires SEC registrants to annually disclose columbite-tantalite, cassiterite, gold and wolframite or their derivatives, tantalum, t |
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| May 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT VICTORIA’S SECRET & CO. (Exact name of registrant as specified in its charter) Delaware 001-40515 86-3167653 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 4 Limited Parkway East, Reynoldsburg, Ohio 43068 (Address o |
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| May 10, 2024 |
Exhibit 99.1 Victoria’s Secret & Co. Provides First Quarter 2024 Preliminary Results Sales, adjusted operating income, adjusted EPS at the high end or above guidance Reaffirms fiscal 2024 sales and adjusted operating income guidance Reynoldsburg, Ohio (May 9, 2024)—Victoria’s Secret & Co. (“Victoria’s Secret” or the “Company”) (NYSE: VSCO) today provided preliminary results for the first quarter 2 |
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| May 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 10, 2024 (May 9, 2024) Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40515 86-3167653 |
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| May 3, 2024 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| May 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Pro |
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| April 22, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) |
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| March 22, 2024 |
Exhibit 24.1 POWER OF ATTORNEY VICTORIA'S SECRET & CO. The undersigned director of Victoria's Secret & Co., a Delaware corporation, which anticipates filing an Annual Report on Form 10-K for its fiscal year ended February 3, 2024 with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, hereby constitutes and appoints Martin Waters and Tim |
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| March 22, 2024 |
Description of the Registrant's Securities. Exhibit 4.1 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT Victoria’s Secret & Co. (“our” or the “Company”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): our common stock. The following is a summary of the material terms of our common stock, based on the applicable provisions of Delaware l |
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| March 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 3, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-4051 |
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| March 22, 2024 |
Subsidiaries of the Registrant. Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Subsidiaries (a) Jurisdiction of Incorporation AdoreMe, Inc. Delaware IB International Holdings, Inc. Delaware IB US Retail Holdings, Inc. Delaware LBIB HK Limited Hong Kong Mast Industries (Far East) Limited Hong Kong MII Brand Import, LLC Delaware Victoria's Secret Stores Brand Management, LLC Delaware Victoria's Secret Stores, LLC Delaware VS Direct F |
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| March 22, 2024 |
Policy Relating to Recovery of Erroneously Awarded Compensation. Exhibit 97.1 VICTORIA’S SECRET & CO. CLAWBACK POLICY Adopted November 27, 2023 The Human Capital and Compensation Committee (the “Committee”) of the Board of Directors of Victoria’s Secret & Co. (the “Company’) has established and will administer this Clawback Policy (the “Policy”). This Policy describes two different clawback standards that apply to different groups of officers of the Company. Fi |
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| March 6, 2024 |
Exhibit 99.1 Victoria’s Secret & Co. Reports Fourth Quarter 2023 Results Fourth quarter adjusted operating income and adjusted diluted EPS at the high-end of guidance Generated nearly $590 million in operating cash flow in the fourth quarter and ended the year with debt down over $150 million year-over-year Announces new $250 million share repurchase authorization Provides initial full year and fi |
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| March 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 6, 2024 Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40515 86-3167653 (Commission F |
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| February 14, 2024 |
VSCO / Victoria's Secret & Co. / WINDACRE PARTNERSHIP LLC - AMENDMENT NO. 2 Passive Investment SC 13G/A 1 vs129243sc13ga2.htm AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* VICTORIA’S SECRET & CO. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 926400102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Statement) Check |
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| February 13, 2024 |
VSCO / Victoria's Secret & Co. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Victoria's Secret & Co Title of Class of Securities: Common Stock CUSIP Number: 926400102 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed |
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| February 1, 2024 |
VSCO / Victoria's Secret & Co. / BBRC INTERNATIONAL PTE LTD - THE SCHEDULE 13D Activist Investment SC 13D 1 sc13d1404800201312024.htm THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 Victoria's Secret & Co. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of |
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| February 1, 2024 |
EX-99.1 2 ex991to13d1404800201312024.htm JOINT FILING AGREEMENT, DATED FEBRUARY 1, 2024 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the Common Stoc |
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| December 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 28, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40515 V |
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| November 29, 2023 |
Exhibit 99.1 Victoria’s Secret & Co. Reports third quarter 2023 results within previous guidance range November sales growth supports view of Company’s fourth quarter sales and earnings expectations Reynoldsburg, Ohio (November 29, 2023)—Victoria’s Secret & Co. (“Victoria’s Secret” or the “Company”) (NYSE: VSCO) today reported 2023 financial results for the third quarter ended October 28, 2023. Ch |
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| November 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 29, 2023 Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40515 86-3167653 (Commissi |
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| October 11, 2023 |
Exhibit 99.1 Victoria’s Secret & Co. Presents Strategic Plan Focused on Accelerating the Core and Driving Growth Initiatives to Deliver the Potential of the Victoria's Secret and PINK Brands Third Quarter 2023 Guidance Range Improves Reynoldsburg, Ohio (October 11, 2023)—Victoria’s Secret & Co. (“Victoria’s Secret” or the “Company”) (NYSE: VSCO) will be hosting a meeting for investors and analysts |
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| October 11, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 11, 2023 Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40515 86-3167653 (Commissio |
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| September 1, 2023 |
Exhibit 10.2 AMENDMENT NO. 1 dated as of May 8, 2023 (this “Amendment”), among VICTORIA’S SECRET & CO., a Delaware corporation (the “Company”), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”), to the Revolving Credit Agreement dated as of August 2, 2021 (as amended, supplemented or otherwise modified from time to time p |
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| September 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 29, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40515 VICT |
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| September 1, 2023 |
Exhibit 10.1 AMENDMENT NO. 1 dated as of May 8, 2023 (this “Amendment”), among VICTORIA’S SECRET & CO., a Delaware corporation (the “Company”), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”), to the First Lien Credit Agreement dated as of August 2, 2021 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, |
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| August 30, 2023 |
Rod Little Joins Victoria’s Secret and Co. Board of Directors Exhibit 99.2 Rod Little Joins Victoria’s Secret and Co. Board of Directors Reynoldsburg, Ohio (August 29, 2023)—Victoria’s Secret & Co. (“Victoria’s Secret” or the “Company”) (NYSE: VSCO) announced today that Rod Little has been appointed to its Board. Mr. Little is a transformational leader in the consumer products industry. He currently serves as Chief Executive Officer of Edgewell Personal Care |
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| August 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 30, 2023 (August 29, 2023) Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40515 86-3 |
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| August 30, 2023 |
Exhibit 99.1 Victoria’s Secret & Co. Reports second quarter 2023 results within previous guidance range Expects improving sales trends in the third and fourth quarter with adjusted operating income rate of 5% to 6% for full year 2023 Reynoldsburg, Ohio (August 30, 2023)—Victoria’s Secret & Co. (“Victoria’s Secret” or the “Company”) (NYSE: VSCO) today reported 2023 financial results for the second |
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| June 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 15, 2023 Victoria’s Secret & Co. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40515 86-3167653 (Commission F |
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| June 21, 2023 |
EX-99.1 Exhibit 99.1 Victoria’s Secret & Co. Announces Leadership Appointments VS&Co Evolves Leadership Structure to Advance Strategic Priorities Reynoldsburg, Ohio (Jun 21, 2023)—Victoria’s Secret & Co. (“Victoria’s Secret” or the “Company”) (NYSE: VSCO) announced key leadership appointments to further advance its strategic pillars of strengthening the core, igniting growth and transforming the f |
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| June 2, 2023 |
Exhibit 10.1 EXECUTIVE SEVERANCE AGREEMENT THIS EXECUTIVE SEVERANCE AGREEMENT (this “Agreement”) is made and entered into as of 6/20/2022 (the “Effective Date”), by and between the Company and CHRIS RUPP (the “Executive”) (hereinafter collectively referred to as the “Parties”). WHEREAS, the Executive currently serves as a key employee of the Company and the Executive’s services and knowledge are v |
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| June 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 29, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40515 VIC |
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| May 31, 2023 |
Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form. Exhibit 1.01 CONFLICT MINERALS REPORT The Securities and Exchange Commission (“SEC”) adopted Rule 13p-1 under the Securities Exchange Act of 1934 (the “Rule”) mandated by Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The Rule requires SEC registrants to annually disclose columbite-tantalite, cassiterite, gold and wolframite or their derivatives, tantalum, t |
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| May 31, 2023 |
Exhibit 99.1 Victoria’s Secret & Co. Reports First Quarter 2023 Results Provides second quarter and updated full year 2023 guidance Reynoldsburg, Ohio (May 31, 2023)—Victoria’s Secret & Co. (“Victoria’s Secret” or the “Company”) (NYSE: VSCO) today reported 2023 financial results for the first quarter ended April 29, 2023. Chief Executive Officer Martin Waters commented, “The first quarter continue |
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| May 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 31, 2023 (May 25, 2023) Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40515 86-3167653 |
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| May 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT VICTORIA’S SECRET & CO. (Exact name of registrant as specified in its charter) Delaware 001-40515 86-3167653 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 4 Limited Parkway East, Reynoldsburg, Ohio 43068 (Address o |
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| April 14, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e |
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| April 14, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ De |
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| April 10, 2023 |
VSCO / Victoria`s Secret & Co / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Victoria's Secret & Co. Title of Class of Securities: Common Stock CUSIP Number: 926400102 Date of Event Which Requires Filing of this Statement: March 31, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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| March 17, 2023 |
Subsidiaries of the Registrant. Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Subsidiaries (a) Jurisdiction of Incorporation AdoreMe, Inc. Delaware IB International Holdings, Inc. Delaware IB US Retail Holdings, Inc. Delaware Intimate Apparel Brand Management, LP Delaware LBIB HK Limited Hong Kong Mast Industries (Far East) Limited Hong Kong Victoria's Secret Direct Brand Management, LLC Delaware Victoria's Secret Stores Brand Man |
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| March 17, 2023 |
Exhibit 10.23 AMENDMENT NO. 2 TO L BRANDS TO VS TRANSITION SERVICES AGREEMENT This AMENDMENT NO. 2 TO L BRANDS TO VS TRANSITION SERVICES AGREEMENT (this “Amendment”) is dated as of January 23, 2023 and effective as of January 28, 2023 (the “Effective Date”), by and between Victoria’s Secret & Co., a Delaware corporation (“VS”), and Bath & Body Works, Inc. (formerly known as L Brands, Inc.), a Dela |
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| March 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 28, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-405 |
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| March 17, 2023 |
Exhibit 24.1 POWER OF ATTORNEY VICTORIA'S SECRET & CO. The undersigned director of Victoria's Secret & Co., a Delaware corporation, which anticipates filing an Annual Report on Form 10-K for its fiscal year ended January 28, 2023 with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, hereby constitutes and appoints Martin Waters and Tim |
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| March 17, 2023 |
Description of the Registrant's Securities. Exhibit 4.1 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT The following is a summary of the material terms of our securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), based on the applicable provisions of Delaware law and our amended and restated certificate of incorporation (“certificate of incorporation”) and |
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| March 17, 2023 |
Exhibit 10.24 AMENDMENT NO. 2 TO VS TO L BRANDS TRANSITION SERVICES AGREEMENT This AMENDMENT NO. 2 TO VS TO L BRANDS TRANSITION SERVICES AGREEMENT (this “Amendment”) is dated as of January 23, 2023 and effective as of January 28, 2023 (the “Effective Date”), by and between Bath & Body Works, Inc. (formerly known as L Brands, Inc.), a Delaware corporation (“BBW”), and Victoria’s Secret & Co., a Del |
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| March 17, 2023 |
Second Amended and Restated Bylaws of Victoria’s Secret & Co Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF VICTORIA’S SECRET & CO. Adopted as of March 15, 2023 ARTICLE I STOCKHOLDERS Section 1.01. Annual Meeting. An annual meeting of the stockholders of this corporation shall be held for the purpose of electing directors and transacting such other business as may properly come before the meeting. Section 1.02. Special Meetings. 1.02.01. Special meetings |
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| March 17, 2023 |
Policy Relating to Recovery of Erroneously Awarded Compensation. Exhibit 97.1 VICTORIA’S SECRET & CO. CLAWBACK POLICY Adopted November 29, 2022 The Human Capital and Compensation Committee (the “Committee”) of the Board of Directors of Victoria’s Secret & Co. (the “Company’) has established and will administer this Clawback Policy (the “Policy”). This Policy describes two different clawback standards that apply to different groups of officers of the Company. Fi |
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| March 2, 2023 |
Exhibit 99.1 Victoria’s Secret & Co. Reports Fourth Quarter 2022 Results Fourth quarter 2022 diluted EPS of $2.10 Fourth quarter 2022 adjusted diluted EPS of $2.47 exceeded guidance Provides initial full year and first quarter 2023 guidance Reynoldsburg, Ohio (March 2, 2023)—Victoria’s Secret & Co. (“Victoria’s Secret” or the “Company”) (NYSE: VSCO) today reported 2022 financial results for the fo |
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| March 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 2, 2023 Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40515 86-3167653 (Commission F |
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| February 14, 2023 |
VSCO / Victoria's Secret & Co. / WINDACRE PARTNERSHIP LLC - AMENDMENT NO. 1 Passive Investment SC 13G/A 1 j23230sc13ga1.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* VICTORIA’S SECRET & CO. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 926400102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check th |
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| February 14, 2023 |
VSCO / Victoria's Secret & Co. / LONE PINE CAPITAL LLC - VICTORIA'S SECRET & CO Passive Investment SC 13G/A 1 p23-0782sc13ga.htm VICTORIA'S SECRET & CO SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Victoria's Secret & Co. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 926400102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Ch |
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| February 13, 2023 |
VSCO / Victoria's Secret & Co. / BBRC INTERNATIONAL PTE LTD - SC 13G/A Passive Investment SC 13G/A 1 brhc10048192sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* VICTORIA’S SECRET & CO. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 926400102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the |
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| February 9, 2023 |
VSCO / Victoria's Secret & Co. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv02192-victoriassecretco.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Victoria's Secret & Co. Title of Class of Securities: Common Stock CUSIP Number: 926400102 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to de |
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| January 31, 2023 |
Exhibit 99.1 Victoria’s Secret & Co. Plans $125 Million Accelerated Share Repurchase Program Increases Fourth Quarter 2022 Sales, Operating Income, and Diluted EPS Guidance Reynoldsburg, Ohio (January 31, 2023) — Victoria’s Secret & Co. (“Victoria’s Secret” or the “Company”) (NYSE: VSCO) today announced that it plans to enter into an accelerated share repurchase agreement (“ASR”) with Goldman Sach |
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| January 31, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 31, 2023 Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40515 86-3167653 (Commissio |
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| January 11, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 11, 2023 Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40515 86-3167653 (Commissio |
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| January 11, 2023 |
Exhibit 99.1 Victoria’s Secret & Co. Announces New Share Repurchase Authorization and Provides Fourth Quarter 2022 Sales and Earnings Update Announces New $250 Million Share Repurchase Authorization Expects Fourth Quarter 2022 Net Sales, Operating Income, and Diluted EPS Within Range of Previously Communicated Guidance Reynoldsburg, Ohio (January 11, 2023)—Victoria’s Secret & Co. (“Victoria’s Secr |
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| January 3, 2023 |
Exhibit 99.1 Victoria’s Secret & Co. Completes Acquisition of Adore Me, Inc. Acquisition Supports Goal to Become The World’s Leading Retailer of Intimate Apparel Acquisition Accelerates Commitment to Digital Focus and Enhanced Customer Engagement Acquisition Expected to Be Earnings and Cash Flow Accretive in 2023 Reynoldsburg, Ohio (January 3, 2023) – Victoria’s Secret & Co. (“Victoria’s Secret” o |
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| January 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 3, 2023 (December 27, 2022) Victoria’s Secret & Co. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40515 86 |
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| December 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 29, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40515 V |
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| November 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 30, 2022 Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40515 86-3167653 (Commissi |
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| November 30, 2022 |
Exhibit 99.1 Victoria?s Secret & Co. Reports Third Quarter 2022 Results Third quarter operating income and diluted EPS above guidance Provides fourth quarter and reaffirms full year 2022 guidance Reynoldsburg, Ohio (November 30, 2022)?Victoria?s Secret & Co. (?Victoria?s Secret? or the ?Company?) (NYSE: VSCO) today reported 2022 financial results for the third quarter ended October 29, 2022. Chief |
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| November 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 1, 2022 Victoria?s Secret & Co. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40515 86-3167653 (Commissio |
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| November 1, 2022 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among VICTORIA?S SECRET & CO. FASHION HOLDING GROUP, INC., ADOREME, INC. and, SOLELY IN ITS CAPACITY as COMPANY EQUITYHOLDER REPRESENTATIVE, FORTIS ADVISORS LLC Dated as of November 1, 2022 TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 1.1 Effective Time of the Merger 2 1.2 Closing; Actions at the Closing 2 1.3 Effects of the Merger |
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| November 1, 2022 |
Exhibit 99.1 Victoria?s Secret & Co. Signs Definitive Agreement to Acquire AdoreMe, Inc. Move Strategically Positions VS&Co for Growth Enhances Digital-First Focus with Investment in Digitally-Native, Technology-First Brand Reynoldsburg, Ohio (November 1, 2022) ? Victoria?s Secret & Co. (?Victoria?s Secret? or ?VS&Co?) (NYSE: VSCO) today announced that it has signed a definitive agreement to acqui |
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| October 12, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 12, 2022 Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40515 86-3167653 (Commissio |
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| October 12, 2022 |
Exhibit 99.1 Victoria?s Secret & Co. Presents Strategic Growth Plan Designed to Strengthen the Core, Ignite Growth and Transform the Foundation Company Expects Third Quarter 2022 Operating Income and EPS Near High End of Guidance Range Reynoldsburg, Ohio (October 12, 2022)?Victoria?s Secret & Co. (?Victoria?s Secret? or the ?Company?) (NYSE: VSCO) will be hosting a meeting for investors and analys |
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| September 14, 2022 |
VSCO / Victoria's Secret & Co. / BBRC INTERNATIONAL PTE LTD - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* VICTORIA?S SECRET & CO. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 926400102 (CUSIP Number) September 8, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| September 8, 2022 |
Exhibit 10.2 AMENDMENT NO. 1 TO VS TO L BRANDS TRANSITION SERVICES AGREEMENT This AMENDMENT NO. 1 TO VS TO L BRANDS TRANSITION SERVICES AGREEMENT (this ?Amendment?) is dated as of July 20, 2022 and effective as of January 31, 2022 (the ?Effective Date?), by and between Bath & Body Works, Inc. (formerly known as L Brands, Inc.), a Delaware corporation (?BBW?), and Victoria?s Secret & Co., a Delawar |
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| September 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40515 VICT |
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| September 8, 2022 |
Exhibit 10.1 AMENDMENT NO. 1 TO L BRANDS TO VS TRANSITION SERVICES AGREEMENT This AMENDMENT NO. 1 TO L BRANDS TO VS TRANSITION SERVICES AGREEMENT (this ?Amendment?) is dated as of July 20, 2022 and effective as of January 31, 2022 (the ?Effective Date?), by and between Victoria?s Secret & Co., a Delaware corporation (?VS?), and Bath & Body Works, Inc. (formerly known as L Brands, Inc.), a Delaware |
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| August 24, 2022 |
Exhibit 99.1 Victoria's Secret & Co. Reports Second Quarter 2022 Results Diluted EPS of $0.83 and adjusted diluted EPS of $1.09 Provides third quarter and updated full year 2022 guidance Reynoldsburg, Ohio (August 24, 2022)?Victoria?s Secret & Co. (?Victoria?s Secret? or the ?Company?) (NYSE: VSCO) today reported 2022 financial results for the second quarter ended July 30, 2022. Chief Executive Of |
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| August 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 24, 2022 Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40515 86-3167653 (Commission |
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| June 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40515 VIC |
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| June 3, 2022 |
Exhibit 10.1 EXECUTIVE SEVERANCE AGREEMENT THIS EXECUTIVE SEVERANCE AGREEMENT (this ?Agreement?) is made and entered into as of the last date of signature below (the ?Effective Date?), by and between the Company and Dein Boyle (the ?Executive?) (hereinafter collectively referred to as the ?Parties?). WHEREAS, the Executive currently serves as a key employee of the Company and the Executive?s servi |
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| May 31, 2022 |
Exhibit 99.1 Victoria's Secret & Co. Reports First Quarter 2022 Results Diluted EPS of $0.93 and adjusted diluted EPS of $1.11 Delivers trailing twelve month EBITDA over $1 billion Returned $110 million to shareholders through capital allocation program Reynoldsburg, Ohio (May 31, 2022)?Victoria?s Secret & Co. (?Victoria?s Secret? or the ?Company?) (NYSE: VSCO) today reported 2022 financial result |
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| May 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 31, 2022 (May 27, 2022) Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40515 86-3167653 |
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| May 31, 2022 |
VSCO / Victoria's Secret & Co. / BBRC INTERNATIONAL PTE LTD - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* VICTORIA’S SECRET & CO. (Name of Issuer) Common Stock, $0.01par value (Title of Class of Securities) 926400102 (CUSIP Number) May 20, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| May 27, 2022 |
SD 1 vsco2021formsd.htm SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT VICTORIA’S SECRET & CO. (Exact name of registrant as specified in its charter) Delaware 001-40515 86-3167653 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 4 Limited Parkway East, Reynolds |
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| May 27, 2022 |
Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form. Exhibit 1.01 CONFLICT MINERALS REPORT The Securities and Exchange Commission (“SEC”) adopted Rule 13p-1 under the Securities Exchange Act of 1934 (the “Rule”) mandated by Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The Rule requires SEC registrants to annually disclose columbite-tantalite, cassiterite, gold and wolframite or their derivatives, tantalum, t |
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| April 19, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 19, 2022 Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40515 86-3167653 (Commission |
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| April 19, 2022 |
Exhibit 99.1 VICTORIA’S SECRET & CO. LAUNCHES HAPPY NATION, A FULLY DIGITAL BRAND FOR TWEENS New brand will foster judgment-free community and integrate with a popular youth gaming platform, marking VS&Co’s first-ever metaverse integration Reynoldsburg, Ohio (April 19, 2022) - Victoria’s Secret & Co. (NYSE: VSCO) today announced the launch of Happy Nation, the company’s newest brand. Happy Nation |
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| April 14, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e |
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| April 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive |
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| April 6, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 6, 2022 Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40515 86-3167653 (Commission F |
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| April 6, 2022 |
Exhibit 99.1 VICTORIA?S SECRET & CO. ANNOUNCES THE COMPLETION OF THE JOINT VENTURE AGREEMENT WITH REGINA MIRACLE INTERNATIONAL (HOLDINGS) LIMITED FOR THE EXISTING BUSINESS IN CHINA Reynoldsburg, Ohio (April 6, 2022) - Victoria?s Secret & Co. (?Victoria?s Secret? or the ?Company?) (NYSE: VSCO) today announced the successful completion of the joint venture (?JV?) agreement with Regina Miracle Intern |
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| March 18, 2022 |
Subsidiaries of the Registrant. Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Subsidiaries (a) Jurisdiction of Incorporation IB International Holdings, Inc. Delaware IB US Retail Holdings, Inc. Delaware L Brands Direct Fulfillment, LLC Delaware LB US Holding, LLC Delaware Victoria's Secret Direct Brand Management, LLC Delaware Victoria's Secret Stores Brand Management, LLC Delaware Victoria's Secret Stores, LLC Delaware VS Service |
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| March 18, 2022 |
Exhibit 24.1 POWER OF ATTORNEY VICTORIA'S SECRET & CO. The undersigned director of Victoria's Secret & Co., a Delaware corporation, which anticipates filing an Annual Report on Form 10-K for its fiscal year ended January 29, 2022 with the Securities and Exchange Commission under the provisions of the Securities Exchange Act of 1934, as amended, hereby constitutes and appoints Martin Waters and Tim |
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| March 18, 2022 |
Description of the Registrant's Securities. Exhibit 4.1 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT The following is a summary of the material terms of our securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), based on the applicable provisions of Delaware law and our amended and restated certificate of incorporation (?certificate of incorporation?) and |
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| March 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 29, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-405 |
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| March 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 2, 2022 Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40515 86-3167653 (Commission F |
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| March 2, 2022 |
Exhibit 99.1 VICTORIA?S SECRET & CO. REPORTS FOURTH QUARTER EARNINGS PER SHARE ABOVE GUIDANCE COMPLETES $250 MILLION ACCELERATED SHARE REPURCHASE PROGRAM ANNOUNCES NEW $250 MILLION SHARE REPURCHASE PROGRAM PROVIDES INITIAL 2022 GUIDANCE Reynoldsburg, Ohio (March 2, 2022)?Victoria?s Secret & Co. (?Victoria?s Secret? or the ?Company?) (NYSE: VSCO) today reported 2021 financial results for the fourth |
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| February 14, 2022 |
VSCO / Victoria's Secret & Co. / WINDACRE PARTNERSHIP LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* VICTORIA?S SECRET & CO. (Name of Issuer) Common Stock, $0.01 Par Value (Title of Class of Securities) 926400102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursua |
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| February 14, 2022 |
VSCO / Victoria's Secret & Co. / LONE PINE CAPITAL LLC - VICTORIA'S SECRET & CO. Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Victoria's Secret & Co. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 926400102 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t |
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| February 10, 2022 |
VSCO / Victoria's Secret & Co. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Victoria's Secret & Co. Title of Class of Securities: Common Stock CUSIP Number: 926400102 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ |
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| January 25, 2022 |
Exhibit 99.1 VICTORIA?S SECRET & CO. ANNOUNCES PARTNERSHIP WITH REGINA MIRACLE INTERNATIONAL (HOLDINGS) LIMITED FOR EXISTING BUSINESS IN CHINA Reynoldsburg, Ohio (January 25, 2022)?Victoria?s Secret & Co. (?Victoria?s Secret? or the ?Company?) (NYSE: VSCO) today announced a partnership agreement with Regina Miracle International (Holdings) Limited (?Regina Miracle?) (HKG: 2199) related to its exis |
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| January 25, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 25, 2022 Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40515 86-3167653 (Commissio |
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| December 29, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 29, 2021 Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40515 86-3167653 (Commissi |
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| December 29, 2021 |
Exhibit 99.1 VICTORIA?S SECRET & CO. ANNOUNCES $250 MILLION ACCELERATED SHARE REPURCHASE PROGRAM COMPANY REAFFIRMS FOURTH QUARTER SALES, OPERATING INCOME AND EARNINGS GUIDANCE Reynoldsburg, Ohio (December 29, 2021)?Victoria?s Secret & Co. (?Victoria?s Secret? or the ?Company?) (NYSE: VSCO) today announced that it has entered into an accelerated share repurchase agreement (?ASR?) with Goldman Sachs |
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| December 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40515 V |
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| December 3, 2021 |
Exhibit 15 December 3, 2021 To the Board of Directors and Shareholders of Victoria?s Secret & Co. |
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| November 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 17, 2021 Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40515 86-3167653 (Commissi |
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| November 17, 2021 |
Exhibit 99.1 VICTORIA?S SECRET & CO. REPORTS THIRD QUARTER EARNINGS PER SHARE ABOVE GUIDANCE PROVIDES INITIAL FOURTH QUARTER GUIDANCE Reynoldsburg, Ohio (November 17, 2021)?Victoria?s Secret & Co. (?Victoria?s Secret? or the ?Company?) (NYSE: VSCO) today reported financial results for the third quarter ended October 30, 2021. The Company reported net income of $75.2 million, or diluted earnings pe |
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| September 10, 2021 |
Exhibit 15 September 10, 2021 To the Board of Directors and Shareholders of Victoria?s Secret & Co. |
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| September 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40515 VICT |
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| September 8, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 8, 2021 Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40515 86-3167653 (Commissi |
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| September 8, 2021 |
IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF OHIO EASTERN DIVISION Exhibit 99.1 IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF OHIO EASTERN DIVISION MILTON RUDI, Plaintiff, vs. LESLIE WEXNER, et al., Defendants, and L BRANDS, INC., Nominal Defendant. Case No. 2:20-cv-3068 Judge Michael H. Watson Magistrate Judge Elizabeth P. Deavers NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF DERIVATIVE ACTIONS TO: ALL PERSONS AND ENTITIES WHO HELD L BRANDS, I |
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| August 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 18, 2021 Victoria's Secret & Co. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40515 86-3167653 (Commission |
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| August 18, 2021 |
Exhibit 99.1 VICTORIA?S SECRET & CO. REPORTS SECOND QUARTER FINANCIAL RESULTS PROVIDES INITIAL THIRD QUARTER OUTLOOK Reynoldsburg, Ohio (August 18, 2021)?Victoria?s Secret & Co. (NYSE: VSCO) today reported financial results for the second quarter ended July 31, 2021. The results are on a carve-out basis and include the Victoria's Secret Segment and a portion of the unallocated overhead costs as pa |
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| August 10, 2021 |
EX-10.1 2 dp155981ex1001.htm EXHIBIT 10.1 Exhibit 10.1 INDEMNIFICATION AGREEMENT THIS AGREEMENT is made and entered into as of the day of August, 2021 by and between Victoria’s Secret & Co., a Delaware corporation (the “Company”), and the undersigned (the “lndemnitee”). RECITALS WHEREAS, it is essential to the Company that it attract and retain as directors and officers the most capable persons av |
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| August 10, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 10, 2021 (August 6, 2021) Victoria?s Secret & Co. (Exact name of registrant as specified in its charter) Delaware 001-40515 86-3167653 (State or other jurisdiction of incorpora |
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| August 3, 2021 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF VICTORIA’S SECRET & CO. Adopted as of August 2, 2021 ARTICLE I STOCKHOLDERS Section 1.01. Annual Meeting. An annual meeting of the stockholders of this corporation shall be held for the purpose of electing directors and transacting such other business as may properly come before the meeting. Section 1.02. Special Meetings. 1.02.01. Special meetings of the |
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| August 3, 2021 |
Exhibit 4.2 Supplemental Indenture in Respect of Subsidiary Guarantee SUPPLEMENTAL INDENTURE, dated as of August 2, 2021 (this ?Supplemental Indenture?), among Victoria?s Secret Stores, LLC, Victoria?s Secret Direct Brand Management, LLC, Intimate Apparel Brand Management, LP, MII Brand Import, LLC, LB US Holding, LLC and VS Service Company, LLC, (the ?New Subsidiary Guarantors?), Victoria?s Secre |
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| August 3, 2021 |
EX-10.5 11 nt10026698x8ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 DOMESTIC TRANSPORTATION SERVICES AGREEMENT dated as of August 2, 2021 by and between MAST LOGISTICS SERVICES, LLC and VICTORIA’S SECRET & CO. TABLE OF CONTENTS Page ARTICLE 1 Defined Terms Section 1.01. Defined Terms 1 ARTICLE 2 Services Section 2.01. General 5 Section 2.02. Products 5 Section 2.03. Cooperation; Facilities; Further Action |
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| August 3, 2021 |
EX-10.1 7 nt10026698x8ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 L BRANDS TO VS TRANSITION SERVICES AGREEMENT dated as of August 2, 2021 by and between L BRANDS, INC. and VICTORIA’S SECRET & CO. TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. Other Definitional and Interpretive Provisions 4 ARTICLE 2 SERVICES Section 2.01. Services 4 Section 2.02. Service Provider’ |
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| August 3, 2021 |
As filed with the Securities and Exchange Commission on August 3, 2021 As filed with the Securities and Exchange Commission on August 3, 2021 Registration No. |
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| August 3, 2021 |
EX-10.4 10 nt10026698x8ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 EMPLOYEE MATTERS AGREEMENT by and between L BRANDS, INC. and VICTORIA’S SECRET & CO. Dated as of August 2, 2021 TABLE OF CONTENTS Page ARTICLE 1 Definitions Section 1.01. Definitions 1 ARTICLE 2 General Allocation of Liabilities; Indemnification Section 2.01. Allocation of Employee-Related Liabilities 8 Section 2.02. Indemnification 9 Sec |
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| August 3, 2021 |
EX-10.6 12 nt10026698x8ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 FIRST LIEN CREDIT AGREEMENT Dated as of August 2, 2021 among VICTORIA’S SECRET & CO., as the Company, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., GOLDMAN SACHS BANK USA, BANK OF AMERICA, N.A., CITIBANK, N.A., HSBC SECURITIES (USA) INC., WELLS FARGO |
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| August 3, 2021 |
EX-3.1 3 nt10026698x8ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VICTORIA’S SECRET & CO. FIRST. The name of the Corporation is: Victoria’s Secret & Co. SECOND. The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, Delaware, County of New Castle 19801, and the name of its registered agent at tha |
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| August 3, 2021 |
EX-4.1 5 nt10026698x8ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 VICTORIA’S SECRET & CO., as Company and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE DATED AS OF JULY 15, 2021 4.625% Senior Notes due 2029 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 101. Definitions 5 Section 102. Other Definitions 46 Section 103. Rules of Construction 47 Section 1 |
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| August 3, 2021 |
EX-10.8 14 nt10026698x8ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 VICTORIA’S SECRET & CO. 2021 CASH INCENTIVE COMPENSATION PERFORMANCE PLAN Victoria’s Secret & Co., a Delaware corporation (“VS & Co.”), hereby adopts the Victoria’s Secret & Co. 2021 Cash Incentive Compensation Performance Plan (the “Plan”) for the purpose of enhancing the Company’s ability to attract and retain highly qualified executive |
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| August 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 3, 2021 (August 2, 2021) Victoria?s Secret & Co. (Exact name of registrant as specified in charter) Delaware 001-40515 86-3167653 (State or Other Jurisdiction of Incorporation) |
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| August 3, 2021 |
VICTORIA’S SECRET & CO. COMPLETES SEPARATION FROM BATH & BODY WORKS, INC. EX-99.1 15 nt10026698x8ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 VICTORIA’S SECRET & CO. COMPLETES SEPARATION FROM BATH & BODY WORKS, INC. REYNOLDSBURG, Ohio (August 3, 2021)—Victoria’s Secret & Co. (NYSE: VSCO) announced today that it has completed its previously announced separation from Bath & Body Works, Inc. (formerly known as L Brands, Inc.) and is now an independent, publicly traded company. Vic |
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| August 3, 2021 |
Exhibit 10.2 VS TO L BRANDS TRANSITION SERVICES AGREEMENT dated as of August 2, 2021 by and between L BRANDS, INC. and VICTORIA?S SECRET & CO. TABLE OF CONTENTS Page ARTICLE 1 Definitions Section 1.01. Definitions 1 Section 1.02. Other Definitional and Interpretive Provisions 3 ARTICLE 2 Services Section 2.01. Services 4 Section 2.02. Service Provider?s Affiliates and Third-Party Providers 5 Secti |
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| August 3, 2021 |
EX-10.7 13 nt10026698x8ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 REVOLVING CREDIT AGREEMENT dated as of August 2, 2021, among VICTORIA’S SECRET & CO., The Borrowing Subsidiaries Party Hereto, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent JPMORGAN CHASE BANK, N.A., GOLDMAN SACHS BANK USA, BANK OF AMERICA, N.A., CITIBANK, N.A., HSBC SECURITIES (USA) |
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| August 3, 2021 |
Exhibit 2.1 SEPARATION AND DISTRIBUTION AGREEMENT by and between L BRANDS, INC. and VICTORIA?S SECRET & CO. Dated as of August 2, 2021 TABLE OF CONTENTS Page ARTICLE 1 Definitions Section 1.01. Definitions 2 Section 1.02. Interpretation 16 ARTICLE 2 Prior to the Distribution Section 2.01. Information Statement; Listing 17 Section 2.02. Restructuring and Other Actions prior to the Distribution Time |
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| August 3, 2021 |
EX-10.3 9 nt10026698x8ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 TAX MATTERS AGREEMENT between L BRANDS, INC., on behalf of itself and the members of the L Brands Group and VICTORIA’S SECRET & CO., on behalf of itself and the members of the VS Group Dated as of August 2, 2021 TABLE OF CONTENTS Page Section 1. Definitions 1 Section 2. Sole Tax Sharing Agreement 7 Section 3. Allocation of Taxes 8 Section |
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| July 30, 2021 |
L BRANDS ANNOUNCES SETTLEMENT OF STOCKHOLDER DERIVATIVE CLAIMS Exhibit 99.1 L BRANDS ANNOUNCES SETTLEMENT OF STOCKHOLDER DERIVATIVE CLAIMS Columbus, Ohio (July 30, 2021) ? L Brands, Inc. (NYSE: LB) announced today the global settlement of all stockholder derivative claims alleging workplace misconduct at the company, including claims made in derivative stockholder litigations pending in Ohio and Delaware and in stockholder demands sent to the Board of Directo |
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| July 30, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 30, 2021 Victoria?s Secret & Co. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-40515 86-3167653 (Commission F |
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| July 19, 2021 |
Exhibit 99.1 VICTORIA?S SECRET & CO. 2021 STOCK OPTION AND PERFORMANCE INCENTIVE PLAN EFFECTIVE JULY 19, 2021 Article I ESTABLISHMENT AND PURPOSE 1.01. Establishment and Effective Date. Effective on July 19, 2021 (the ?Effective Date?), Victoria?s Secret & Co., a Delaware corporation (including any successor in name or interest thereto, the ?Company?), hereby establishes this stock incentive plan |
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| July 19, 2021 |
As filed with the Securities and Exchange Commission on July 19, 2021 As filed with the Securities and Exchange Commission on July 19, 2021 Registration No. |
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| July 19, 2021 |
EX-99.2 5 dp154507ex9902.htm EXHIBIT 99.2 Exhibit 99.2 VICTORIA’S SECRET & CO. ASSOCIATE STOCK PURCHASE PLAN Section 1. Purpose. This Victoria’s Secret & Co. Associate Stock Purchase Plan (the “Plan”) is intended to provide employees of the Company and its Participating Companies with an opportunity to acquire a proprietary interest in the Company through the purchase of Shares. The Plan has two c |
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| July 15, 2021 |
VIA EDGAR July 15, 2021 Re: Victoria?s Secret & Co. Registration Statement on Form 10 File No. 001-40515 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attn: Nicholas Lamparski Jacqueline Kaufman Ladies and Gentlemen: Victoria?s Secret & Co., a Delaware corporation (the ?Company?), hereby respectfully req |
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| July 9, 2021 |
As Filed with the Securities and Exchange Commission on July 9, 2021 As Filed with the Securities and Exchange Commission on July 9, 2021 File No. 001-40515 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Victoria?s Secret & Co. (Exact name of Registrant as specified in its charter) Delaware ? ? 86- |
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| July 9, 2021 |
(Subject to Completion, Dated July 9, 2021) EX-99.1 2 nt10022999x9ex99-1.htm EXHIBIT 99.1 TABLE OF CONTENTS Exhibit 99.1 (Subject to Completion, Dated July 9, 2021) L Brands, Inc. Three Limited Parkway Columbus, Ohio 43230 , 2021 Dear LB Stockholder: On May 11, 2021, L Brands, Inc. (“LB”) announced the strategic repositioning of LB through the spinoff of its Victoria’s Secret businesses from its remaining businesses (the “Separation”), |
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| July 1, 2021 |
Exhibit 21.1 List of Subsidiaries 1. American Beauty Limited Hong Kong 2. American Full Assortment Limited Hong Kong 3. Aristides Properties, LLC Delaware, United States 4. ASLA FA Holdings Cayman 5. ASLA Far East Holdings Cayman 6. ASLA Global Holdings Cayman 7. ASLA Greater China Holdings Cayman 8. ASLA Greater China FA Holdings Cayman 9. ASLA US Holdings, LLC Delaware, United States 10. ASLA US |
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| July 1, 2021 |
EX-10.7 8 nt10022999x8ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 Form of Victoria’s Secret & Co. 2021 Stock Option and Performance Incentive Plan Restricted Share Unit Award Agreement By accepting this Restricted Share Unit award, the Participant agrees to the following terms and conditions and the terms of the Victoria’s Secret & Co. 2021 Stock Option and Performance Incentive Plan (“the Plan”). The “R |
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| July 1, 2021 |
EX-10.15 15 nt10022999x8ex10-15.htm EXHIBIT 10.15 Exhibit 10.15 FORM OF REVOLVING CREDIT AGREEMENT dated as of [●], 2021, among VICTORIA’S SECRET & CO., The Borrowing Subsidiaries Party Hereto, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent JPMORGAN CHASE BANK, N.A., GOLDMAN SACHS BANK USA, BANK OF AMERICA, N.A., CITIBANK, N.A., HSBC SECURITIES |
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| July 1, 2021 |
Exhibit 10.3 FORM OF TAX MATTERS AGREEMENT between L BRANDS, INC., on behalf of itself and the members of the L Brands Group and VICTORIA?S SECRET & CO., on behalf of itself and the members of the VS Group Dated as of [], 2021 TABLE OF CONTENTS Page Section 1. Definitions 1 Section 2. Sole Tax Sharing Agreement 7 Section 3. Allocation of Taxes 8 Section 4. Preparation and Filing of Tax Returns 9 S |
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| July 1, 2021 |
Exhibit 10.16 EXECUTION COPY EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (?Agreement?) is entered into by and between VS Service Company LLC, a Delaware LLC (hereinafter the ?Company?) and Martin Waters (the ?Executive?) (hereinafter collectively referred to as the ?Parties?). WHEREAS, the Company desires to obtain the benefit of the services of the Executive, and the Execut |
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| July 1, 2021 |
FORM OF VICTORIA’S SECRET & CO. ASSOCIATE STOCK PURCHASE PLAN Exhibit 10.11 FORM OF VICTORIA?S SECRET & CO. ASSOCIATE STOCK PURCHASE PLAN Section 1. Purpose. This Victoria?s Secret & Co. Associate Stock Purchase Plan (the ?Plan?) is intended to provide employees of the Company and its Participating Companies with an opportunity to acquire a proprietary interest in the Company through the purchase of Shares. The Plan has two components: (a) one component (the |
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| July 1, 2021 |
(Subject to Completion, Dated July 1, 2021) TABLE OF CONTENTS Exhibit 99.1 (Subject to Completion, Dated July 1, 2021) ? L Brands, Inc. Three Limited Parkway Columbus, Ohio 43230 ???, 2021 Dear LB Stockholder: On May 11, 2021, L Brands, Inc. (?LB?) announced the strategic repositioning of LB through the spinoff of its Victoria?s Secret businesses from its remaining businesses (the ?Separation?), which is expected to become effective on ???, |
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| July 1, 2021 |
Exhibit 4.1 VICTORIA?S SECRET & CO., as Company and U.S. BANK NATIONAL ASSOCIATION, as Trustee FORM OF INDENTURE DATED AS OF JULY [?], 2021 4.625% Senior Notes due 2029 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 101. Definitions 5 Section 102. Other Definitions 46 Section 103. Rules of Construction 47 Section 104. [Reserved] 48 Section 105. [Re |
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| July 1, 2021 |
EX-10.19 19 nt10022999x8ex10-19.htm EXHIBIT 10.19 Exhibit 10.19 RETENTION AGREEMENT This Retention Agreement (the “Agreement”) is entered into by and between one of the subsidiaries of L Brands, Inc. (the “Company”) and Greg Unis (the “Associate”). WHEREAS, the Associate is serving as the CEO of Victoria’s Secret Beauty and the parties wish to ensure the Associate’s continued employment; WHEREAS, |
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| July 1, 2021 |
Exhibit 10.18 EXECUTIVE SEVERANCE AGREEMENT THIS EXECUTIVE SEVERANCE AGREEMENT (this ?Agreement?) is made and entered into as of the last date of signature below (the ?Effective Date?), by and between the Company and Amy Hauk (the ?Executive?) (hereinafter collectively referred to as the ?Parties?). WHEREAS, the Executive currently serves as a key employee of the Company and the Executive?s servic |
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| July 1, 2021 |
EX-10.6 7 nt10022999x8ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 FORM OF VICTORIA’S SECRET & CO. 2021 STOCK OPTION AND PERFORMANCE INCENTIVE PLAN EFFECTIVE [●], 2021 ARTICLE I ESTABLISHMENT AND PURPOSE 1.01. Establishment and Effective Date. Effective on [●], 2021 (the “Effective Date”), Victoria’s Secret & Co., a Delaware corporation (including any successor in name or interest thereto, the “Company”), |
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| July 1, 2021 |
EX-10.9 10 nt10022999x8ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 FORM OF VICTORIA’S SECRET & CO. 2021 CASH INCENTIVE COMPENSATION PERFORMANCE PLAN Victoria’s Secret & Co., a Delaware corporation (“VS & Co.”), hereby adopts the Victoria’s Secret & Co. 2021 Cash Incentive Compensation Performance Plan (the “Plan”) for the purpose of enhancing the Company’s ability to attract and retain highly qualified e |
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| July 1, 2021 |
Exhibit 2.1 FORM OF SEPARATION AND DISTRIBUTION AGREEMENT by and between L BRANDS, INC. and VICTORIA?S SECRET & CO. Dated as of [?] TABLE OF CONTENTS Page ARTICLE 1 Definitions Section 1.01. Definitions 2 Section 1.02. Interpretation 16 ARTICLE 2 Prior to the Distribution Section 2.01. Information Statement; Listing 17 Section 2.02. Restructuring and Other Actions prior to the Distribution Time. 1 |
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| July 1, 2021 |
Exhibit 10.1 FORM OF L BRANDS TO VS TRANSITION SERVICES AGREEMENT dated as of [], 2021 by and between L BRANDS, INC. and VICTORIA?S SECRET & CO. TABLE OF CONTENTS Page ARTICLE 1 Definitions Section 1.01. Definitions 1 Section 1.02. Other Definitional and Interpretive Provisions 3 ARTICLE 2 Services Section 2.01. Services 3 Section 2.02. Service Provider?s Affiliates and Third Party Providers 3 Sec |
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| July 1, 2021 |
EX-99.2 24 nt10022999x8ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 |
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| July 1, 2021 |
EX-10.20 20 nt10022999x8ex10-20.htm EXHIBIT 10.20 Exhibit 10.20 EXECUTION COPY EXECUTIVE SEVERANCE AGREEMENT THIS EXECUTIVE SEVERANCE AGREEMENT (this “Agreement”) is made and entered into as of the last date of signature below (the “Effective Date”), by and between the Company and Greg Unis (the “Executive”) (hereinafter collectively referred to as the “Parties”). WHEREAS, the Executive currently |
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| July 1, 2021 |
EX-10.8 9 nt10022999x8ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 Form of Victoria’s Secret & Co. 2021 Stock Option and Performance Incentive Plan Stock Option Award Agreement By accepting this Stock Option Award Agreement (the “Agreement”), the Participant agrees to the following terms and conditions and the terms of the Victoria’s Secret & Co. 2021 Stock Option and Performance Incentive Plan (the “Plan |
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| July 1, 2021 |
FORM OF REGISTRATION RIGHTS AGREEMENT Exhibit 10.13 FORM OF REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made as of [?], 2021 by and among Victoria?s Secret & Co., a Delaware corporation (the ?Company?), Leslie H. Wexner and Abigail S. Wexner. RECITALS WHEREAS, the Holders collectively beneficially own an aggregate number of shares of Common Stock (as defined below) representing approximately |
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| July 1, 2021 |
EX-10.17 17 nt10022999x8ex10-17.htm EXHIBIT 10.17 Exhibit 10.17 RETENTION BONUS AGREEMENT This Retention Bonus Agreement (the “Agreement”) is entered into by and between L Brands, Inc. (the “Company”) and Amy Hauk (the “Associate”). WHEREAS, the parties have determined that appropriate steps should be taken to ensure the Associate’s continued employment and to ensure that the Associate devotes her |
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| July 1, 2021 |
Exhibit 10.2 FORM OF VS TO L BRANDS TRANSITION SERVICES AGREEMENT dated as of [], 2021 by and between L BRANDS, INC. and VICTORIA?S SECRET & CO. TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. Other Definitional and Interpretive Provisions 3 ARTICLE 2 SERVICES Section 2.01. Services 3 Section 2.02. Service Provider?s Affiliates and Third Party Providers 3 Sec |
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| July 1, 2021 |
Exhibit 10.21 EXECUTIVE SEVERANCE AGREEMENT THIS EXECUTIVE SEVERANCE AGREEMENT (this ?Agreement?) is made and entered into as of the last date of signature below (the ?Effective Date?), by and between the Company and Timothy Johnson (the ?Executive?) (hereinafter collectively referred to as the ?Parties?). WHEREAS, the Executive currently serves as a key employee of the Company and the Executive?s |
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| July 1, 2021 |
As Filed with the Securities and Exchange Commission on July 1, 2021 As Filed with the Securities and Exchange Commission on July 1, 2021 File No. 001-40515 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Victoria?s Secret & Co. (Exact name of Registrant as specified in its charter) Delaware ? ? 86- |
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| July 1, 2021 |
EX-10.14 14 nt10022999x8ex10-14.htm EXHIBIT 10.14 Exhibit 10.14 FORM OF FIRST LIEN CREDIT AGREEMENT Dated as of [●], 2021 among VICTORIA’S SECRET & CO., as the Company, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, and JPMORGAN CHASE BANK, N.A, as Administrative Agent JPMORGAN CHASE BANK, N.A., GOLDMAN SACHS BANK USA, BANK OF AMERICA, N.A., CITIBANK, N.A., HSBC SECURITIES (USA) INC., WELLS |
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| July 1, 2021 |
Exhibit 10.12 Form of Victoria?s Secret & Co. 2021 Stock Option and Performance Incentive Plan Performance Share Unit Award Agreement By accepting this Performance Share Unit award, the Participant agrees to the following terms and conditions and the terms of the Victoria?s Secret & Co. 2021 Stock Option and Performance Incentive Plan (?the Plan?). Unless otherwise defined herein, capitalized term |
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| June 21, 2021 |
EX-2.1 2 nt10022999x5ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 FORM OF SEPARATION AND DISTRIBUTION AGREEMENT by and between L BRANDS, INC. and VICTORIA’S SECRET & CO. Dated as of [—] TABLE OF CONTENTS Page Article 1 Definitions Section 1.01. Definitions 2 Section 1.02. Interpretation 16 Article 2 Prior To The Distribution Section 2.01. Information Statement; Listing 17 Section 2.02. Restructuring and Othe |
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| June 21, 2021 |
Exhibit 10.4 FORM OF EMPLOYEE MATTERS AGREEMENT by and between L BRANDS, INC. and VICTORIA?S SECRET & CO. Dated as of [] TABLE OF CONTENTS Page ARTICLE 1 Definitions Section 1.01. Definitions 2 ARTICLE 2 General Allocation of Liabilities; Indemnification Section 2.01. Allocation of Employee-Related Liabilities 10 Section 2.02. Indemnification 11 Section 2.03. No Duplicate Reimbursements 12 ARTICLE |
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| June 21, 2021 |
Exhibit 3.2 FORM OF AMENDED AND RESTATED BYLAWS OF VICTORIA?S SECRET & CO. Adopted as of [?], 2021 ARTICLE I STOCKHOLDERS Section 1.01. Annual Meeting. An annual meeting of the stockholders of this corporation shall be held for the purpose of electing directors and transacting such other business as may properly come before the meeting. Section 1.02. Special Meetings. 1.02.01. Special meetings of |
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| June 21, 2021 |
New York Northern California Washington DC S?o Paulo London Paris Madrid Tokyo Beijing Hong Kong Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 212 450 4000 tel 212 701 5800 fax June 21, 2021 Re: Victoria?s Secret & Co. |
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| June 21, 2021 |
FORM OF INDEMNIFICATION AGREEMENT Exhibit 10.10 FORM OF INDEMNIFICATION AGREEMENT THIS AGREEMENT is made and entered into as of the [?] day of [?], 2021 by and between Victoria?s Secret & Co., a Delaware corporation (the ?Company?), and the undersigned (the ?lndemnitee?). RECITALS WHEREAS, it is essential to the Company that it attract and retain as directors and officers the most capable persons available; and WHEREAS, Indemnitee |
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| June 21, 2021 |
(Subject to Completion, Dated June 21, 2021) TABLE OF CONTENTS Exhibit 99.1 (Subject to Completion, Dated June 21, 2021) ? L Brands, Inc. Three Limited Parkway Columbus, Ohio 43230 ???, 2021 Dear LB Stockholder: On May 11, 2021, L Brands, Inc. (?LB?) announced the strategic repositioning of LB through the spinoff of its Victoria?s Secret businesses from its remaining businesses (the ?Separation?), which is expected to become effective on ??? |
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| June 21, 2021 |
Exhibit 10.5 FORM OF DOMESTIC TRANSPORTATION SERVICES AGREEMENT dated as of [], 2021 by and between MAST LOGISTICS SERVICES, LLC and VICTORIA?S SECRET & CO. TABLE OF CONTENTS Page ARTICLE 1 DEFINED TERMS Section 1.01. Defined Terms 1 ARTICLE 2 SERVICES. Section 2.01. General 4 Section 2.02. Products 5 Section 2.03. Cooperation; Facilities; Further Actions 5 Section 2.04. Limitations 5 Section 2.05 |
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| June 21, 2021 |
Exhibit 10.2 FORM OF VS TO L BRANDS TRANSITION SERVICES AGREEMENT dated as of [], 2021 by and between L BRANDS, INC. and VICTORIA?S SECRET & CO. TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. Other Definitional and Interpretive Provisions 3 ARTICLE 2 SERVICES Section 2.01. Services 3 Section 2.02. Service Provider?s Affiliates and Third Party Providers 3 Sec |
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| June 21, 2021 |
Exhibit 3.1 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VICTORIA?S SECRET & CO. FIRST. The name of the Corporation is: Victoria?s Secret & Co. SECOND. The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, Delaware, County of New Castle 19801, and the name of its registered agent at that address is The Corporation Trust |
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| June 21, 2021 |
Exhibit 21.1 List of Subsidiaries 1. American Beauty Limited Hong Kong 2. American Full Assortment Limited Hong Kong 3. Aristides Properties, LLC Delaware, United States 4. ASLA FA Holdings Cayman 5. ASLA Far East Holdings Cayman 6. ASLA Global Holdings Cayman 7. ASLA Greater China Holdings Cayman 8. ASLA Greater China FA Holdings Cayman 9. ASLA US Holdings, LLC Delaware, United States 10. ASLA US |
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| June 21, 2021 |
As Filed with the Securities and Exchange Commission on June 21, 2021 As Filed with the Securities and Exchange Commission on June 21, 2021 File No. 001- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Victoria?s Secret & Co. (Exact name of Registrant as specified in its charter) Delaware ? ? 86-3167653 (State or Other |
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| June 21, 2021 |
Exhibit 10.1 FORM OF L BRANDS TO VS TRANSITION SERVICES AGREEMENT dated as of [], 2021 by and between L BRANDS, INC. and VICTORIA?S SECRET & CO. TABLE OF CONTENTS Page ARTICLE 1 Definitions Section 1.01. Definitions 1 Section 1.02. Other Definitional and Interpretive Provisions 3 ARTICLE 2 Services Section 2.01. Services 3 Section 2.02. Service Provider?s Affiliates and Third Party Providers 3 Sec |
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| June 21, 2021 |
EX-10.3 7 nt10022999x5ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 FORM OF TAX MATTERS AGREEMENT between L BRANDS, INC., on behalf of itself and the members of the L Brands Group and VICTORIA’S SECRET & CO., on behalf of itself and the members of the VS Group Dated as of [], 2021 TABLE OF CONTENTS Page Section 1. Definitions 1 Section 2. Sole Tax Sharing Agreement 7 Section 3. Allocation of Taxes 8 Sectio |
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| May 28, 2021 |
New York Northern California Washington DC S?o Paulo London Paris Madrid Tokyo Beijing Hong Kong Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 212 450 4000 tel 212 701 5800 fax May 28, 2021 Re: Victoria?s Secret & Co. |
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| May 28, 2021 |
FORM OF AMENDED AND RESTATED BYLAWS VICTORIA’S SECRET & CO. Adopted as of [—], 2021 EX-3.2 4 filename4.htm Exhibit 3.2 FORM OF AMENDED AND RESTATED BYLAWS OF VICTORIA’S SECRET & CO. Adopted as of [—], 2021 ARTICLE I STOCKHOLDERS Section 1.01. Annual Meeting. An annual meeting of the stockholders of this corporation shall be held for the purpose of electing directors and transacting such other business as may properly come before the meeting. Section 1.02. Special Meetings. 1.02.0 |
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| May 28, 2021 |
EX-10.3 7 filename7.htm Exhibit 10.3 FORM OF TAX MATTERS AGREEMENT between L BRANDS, INC., on behalf of itself and the members of the L Brands Group and VICTORIA’S SECRET & CO., on behalf of itself and the members of the VS Group Dated as of [], 2021 TABLE OF CONTENTS Page Section 1. Definitions 1 Section 2. Sole Tax Sharing Agreement 7 Section 3. Allocation of Taxes 8 Section 4. Preparation and F |
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| May 28, 2021 |
Exhibit 10.5 FORM OF DOMESTIC TRANSPORTATION SERVICES AGREEMENT dated as of [], 2021 by and between MAST LOGISTICS SERVICES, LLC and VICTORIA?S SECRET & CO. TABLE OF CONTENTS Page ARTICLE 1 DEFINED TERMS Section 1.01. Defined Terms 1 ARTICLE 2 SERVICES. Section 2.01. General 4 Section 2.02. Products 5 Section 2.03. Cooperation; Facilities; Further Actions 5 Section 2.04. Limitations 5 Section 2.05 |
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| May 28, 2021 |
As Confidentially Submitted to the Securities and Exchange Commission on May 28, 2021 DRS/A 1 filename1.htm As Confidentially Submitted to the Securities and Exchange Commission on May 28, 2021 File No. 001- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Victoria’s Secret & Co. (Exact name of Registrant as specified in its charter) D |
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| May 28, 2021 |
Exhibit 10.1 FORM OF L BRANDS TO VS TRANSITION SERVICES AGREEMENT dated as of [], 2021 by and between L BRANDS, INC. and VICTORIA?S SECRET & CO. TABLE OF CONTENTS Page ARTICLE 1 Definitions Section 1.01. Definitions 1 Section 1.02. Other Definitional and Interpretive Provisions 3 ARTICLE 2 Services Section 2.01. Services 3 Section 2.02. Service Provider?s Affiliates and Third Party Providers 3 Sec |
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| May 28, 2021 |
FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION VICTORIA’S SECRET & CO. Exhibit 3.1 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VICTORIA?S SECRET & CO. FIRST. The name of the Corporation is: Victoria?s Secret & Co. SECOND. The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, Delaware, County of New Castle 19801, and the name of its registered agent at that address is The Corporation Trust |
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| May 28, 2021 |
Confidential Treatment Requested by Victoria’s Secret & Co. Pursuant to 17 C.F.R. Section 200.83 EX-99.1 10 filename10.htm TABLE OF CONTENTS Confidential Treatment Requested by Victoria’s Secret & Co. Pursuant to 17 C.F.R. Section 200.83 Exhibit 99.1 (Subject to Completion, Dated May 28, 2021) L Brands, Inc. Three Limited Parkway Columbus, Ohio 43230 , 2021 Dear LB Stockholder: On May 11, 2021, L Brands, Inc. (“LB”) announced the strategic repositioning of LB through the spinoff of its V |
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| May 28, 2021 |
EX-10.4 8 filename8.htm Exhibit 10.4 FORM OF EMPLOYEE MATTERS AGREEMENT by and between L BRANDS, INC. and VICTORIA’S SECRET & CO. Dated as of [] TABLE OF CONTENTS Page ARTICLE 1 Definitions Section 1.01. Definitions 2 ARTICLE 2 General Allocation of Liabilities; Indemnification Section 2.01. Allocation of Employee-Related Liabilities 10 Section 2.02. Indemnification 11 Section 2.03. No Duplicate R |
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| May 28, 2021 |
EX-10.2 6 filename6.htm Exhibit 10.2 FORM OF VS TO L BRANDS TRANSITION SERVICES AGREEMENT dated as of [], 2021 by and between L BRANDS, INC. and VICTORIA’S SECRET & CO. TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. Other Definitional and Interpretive Provisions 3 ARTICLE 2 SERVICES Section 2.01. Services 3 Section 2.02. Service Provider’s Affiliates and Thi |
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| May 28, 2021 |
EX-2.1 2 filename2.htm Exhibit 2.1 FORM OF SEPARATION AND DISTRIBUTION AGREEMENT by and between L BRANDS, INC. and VICTORIA’S SECRET & CO. Dated as of [—] TABLE OF CONTENTS Page Article 1 Definitions Section 1.01. Definitions 2 Section 1.02. Interpretation 16 Article 2 Prior To The Distribution Section 2.01. Information Statement; Listing 17 Section 2.02. Restructuring and Other Actions prior to t |
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| April 16, 2021 |
As Confidentially Submitted to the Securities and Exchange Commission on April 16, 2021 As Confidentially Submitted to the Securities and Exchange Commission on April 16, 2021 File No. |
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| April 16, 2021 |
Confidential Treatment Requested by Victoria’s Secret & Company Pursuant to 17 C.F.R. Section 200.83 EX-99.1 2 filename2.htm TABLE OF CONTENTS Confidential Treatment Requested by Victoria’s Secret & Company Pursuant to 17 C.F.R. Section 200.83 Exhibit 99.1 (Subject to Completion, Dated April 16, 2021) L Brands, Inc. Three Limited Parkway Columbus, Ohio 43230 , 2021 Dear LB Stockholder: On , 2021, L Brands, Inc. (“LB”) announced the strategic repositioning of LB through the spinoff of its |
